Foreign Funding

Foreign funding in India is regulated primarily under FEMA and RBI’s Master Directions, covering Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB). ECBs allow eligible entities to raise debt from recognized foreign lenders under automatic or approval routes, with strict guidelines on usage, maturity, and leverage. FPIs are regulated by RBI and SEBI with eased norms to boost debt market liquidity. FDI limits vary by sector, with the banking sector capped at 74% total foreign ownership and specific caps on voting rights. Non-commercial foreign contributions to NGOs fall under the FCRA framework.

Summary Table
Inflow Type Regulator Route(s) Key Limits & Purpose
ECB (debt) RBI / FEMA Automatic / Approval USD 750 M per FY; specific end uses; maturity; leverage; reporting
FPI (portfolio equity/debt) RBI / SEBI Registered FPIs Investment limits per segment; recent debt market liberalisation
FDI (equity / strategic ownership) FEMA / RBI Automatic / Approval Sector-specific caps, up to 74% in banks (with 15% single investor cap unless exempted)
Foreign contribution (non-profit) MHA / FCRA Prior registration Non-commercial donations to NGOs / associations
1. Regulatory Framework ✅
  • Foreign capital inflows are governed by the Foreign Exchange Management Act (FEMA, 1999) and RBI’s Master Direction on ECB, Trade Credit & Borrowing in Foreign Currency. The framework comprises two main components:
    • Foreign Direct Investment (FDI) for equity or strategic stake inflows.
    • External Commercial Borrowings (ECB) for debt funding.

Additionally, any foreign contribution to associations, NGOs, political entities, etc. (non commercial) is regulated under the Foreign Contribution (Regulation) Act (FCRA, 2010).

2. External Commercial Borrowings (ECB)
Who can borrow?

Eligible entities include borrowers allowed FDI plus additional ones: infrastructure firms, SEZ units, EXIM Bank, SIDBI, recognized NGOs/microfinance, and startups meeting criteria Routes.

  • Automatic route: ECB up to USD 750 million per financial year (unchanged) or USD 1.5 million under temporary relaxations (e.g. FY 2022) for certain borrowers. No prior approval needed if within limits.
  • Approval (Government) route: For exceptions or higher amounts requiring RBI/government consent.
Lender Criteria

Must be "recognized non resident lenders": FATF or IOSCO compliant entities, multilateral institutions, foreign equity holders, etc.

End use Guidelines Allowed uses (with conditions):
  • Capital expenditure (e.g. capital goods imports, infrastructure)
  • Infrastructure development (roads, power, hospitals, etc.)
  • Refinancing existing rupee loans (partial, subject to maturity limits)
  • Working capital and corporate purposes for certain firms or under equity-holder loans
  • Overseas direct investment (JV/WOS) for permissible categories.
Prohibitions:
  • Real estate, capital market investments, equity acquisitions
  • General working capital/corporate purposes (in general)
  • NBFCs/Indian banks cannot issue guarantees for ECBs.
Other compliance & limits
  • Minimum Average Maturity Period (MAMP): 3–7–10-year depending on end use and borrower type.
  • Borrowing cost cap: benchmark rate (e.g. LIBOR or G Sec rate) plus up to 450 bps spread; must be arm’s length for related-party loans.
  • Borrower leverage ratios:
    • Under automatic route: ECB liability to foreign equity holder ≤ 4× their equity
    • Under approval route: ≤ 7× equity, unless total ECB ≤ USD 5 million.
Reporting & other rules
  • Obtain Loan Registration Number (LRN) before availing funds.
  • Monthly reporting using Form ECB 2 within 7 working days post-month end via AD Category I bank; late fees apply.
  • Prepayment / refinancing: Prepayment up to USD 500 million permitted without prior RBI approval under conditions; refinanced ECB must maintain maturity and cost norms.
  • Startups (recognised by govt): Can raise up to USD 3 million per year under automatic route; broader end uses permitted; relaxed leverage norms apply.
3. Foreign Portfolio Investment (FPI) in India

RBI recently eased investment restrictions on FPIs in the corporate debt market:

  • Removed cap on short term investments and eliminated concentration limits under the general investment route, effective May 2025, aimed at boosting debt market liquidity.

For equities and listed instruments, FPI flows are regulated by RBI and SEBI under SEBI (FPI) Regulations, with limits on aggregate and sector exposures depending on security type.

4. Foreign Direct Investment (FDI) Limits & Bank Ownership Rules
  • Banking sector:
    • RBI caps strategic foreign investor stakes at 15% and voting rights at 26%, unless special exemption granted (as seen in Yes Bank acquisition – 20% stake case).
    • Total FDI allowed up to 74% under automatic (49%) and approval (49–74%) routes.
    • RBI is reviewing shareholding norms and may allow case-by-case relaxations for vetted financial institutions; voting limits require legislative change to revise.
    • Corporate groups remain barred from obtaining banking licenses to avoid conflicts of interest.
  • Other sectors:
    • General company-level FDI caps vary by sector; regulated under consolidated FDI policy and FEMA-based ODI rules.
5. Foreign Contribution (FCRA) – Not for Commercial Use

FCRA governs non profit and NGO acceptance of foreign donations, including contributions and hospitality, unrelated to ECB or FDI flows.

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